Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 04, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 1-11398 | ||
Entity Registrant Name | CPI AEROSTRUCTURES, INC. | ||
Entity Central Index Key | 0000889348 | ||
Entity Tax Identification Number | 11-2520310 | ||
Entity Incorporation, State or Country Code | NY | ||
Entity Address, Address Line One | 91 Heartland Blvd. | ||
Entity Address, City or Town | Edgewood | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 11717 | ||
City Area Code | (631) | ||
Local Phone Number | 586-5200 | ||
Title of 12(b) Security | Common Stock, $.001 par value | ||
Trading Symbol | CVU | ||
Security Exchange Name | NYSEAMER | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 46,445,647 | ||
Entity Common Stock, Shares Outstanding | 12,854,428 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | true | ||
Document Financial Statement Restatement Recovery Analysis [Flag] | false | ||
Auditor Firm ID | 49 | ||
Auditor Name | RSM US LLP | ||
Auditor Location | New York, New York |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 5,094,794 | $ 3,847,225 |
Accounts receivable, net | 4,352,196 | 4,857,772 |
Insurance recovery receivable | 3,600,000 | |
Contract assets, net | 35,312,068 | 27,384,540 |
Inventory | 1,436,647 | 2,493,069 |
Refundable income taxes | 40,000 | 40,000 |
Prepaid expenses and other current assets | 678,026 | 975,830 |
Total Current Assets | 46,913,731 | 43,198,436 |
Operating lease right-of-use assets | 4,740,193 | 6,526,627 |
Property and equipment, net | 794,056 | 1,124,556 |
Deferred tax asset | 19,938,124 | 6,574,463 |
Goodwill | 1,784,254 | 1,784,254 |
Other assets | 189,774 | 238,744 |
Total Assets | 74,360,132 | 59,447,080 |
Current Liabilities: | ||
Accounts payable | 10,487,012 | 8,029,996 |
Accrued expenses | 10,275,695 | 7,344,590 |
Litigation settlement obligation | 3,600,000 | |
Contract liabilities | 5,937,629 | 6,001,726 |
Loss reserve | 337,351 | 576,549 |
Current portion of line of credit | 2,400,000 | 1,200,000 |
Current portion of long-term debt | 44,498 | 1,719,766 |
Operating lease liabilities | 1,999,058 | 1,817,811 |
Income taxes payable | 30,107 | 11,396 |
Total Current Liabilities | 31,511,350 | 30,301,834 |
Line of credit, net of current portion | 17,640,000 | 19,800,000 |
Long-term operating lease liabilities | 3,100,571 | 5,077,235 |
Long-term debt, net of current portion | 26,483 | 70,981 |
Total Liabilities | 52,278,404 | 55,250,050 |
Shareholders’ Equity: | ||
Common stock - $.001 par value; authorized 50,000,000 shares, 12,771,434 and 12,506,795 shares, respectively, issued and outstanding | 12,771 | 12,507 |
Additional paid-in capital | 73,872,679 | 73,189,449 |
Accumulated deficit | (51,803,722) | (69,004,926) |
Total Shareholders’ Equity | 22,081,728 | 4,197,030 |
Total Liabilities and Shareholders’ Equity | $ 74,360,132 | $ 59,447,080 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 50,000,000 | 50,000,000 |
Common stock, issued | 12,771,434 | 12,506,795 |
Common stock, outstanding | 12,771,434 | 12,506,795 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 86,466,321 | $ 83,335,764 |
Cost of sales | 69,400,693 | 67,031,502 |
Gross profit | 17,065,628 | 16,304,262 |
Selling, general and administrative expenses | 10,758,624 | 11,410,067 |
Income from operations | 6,307,004 | 4,894,195 |
Interest expense | (2,455,214) | (2,271,101) |
Income before benefit for income taxes | 3,851,790 | 2,623,094 |
Benefit from income taxes | (13,349,414) | (6,553,131) |
Net income | $ 17,201,204 | $ 9,176,225 |
Income per common share-basic | $ 1.40 | $ 0.74 |
Income per common share-diluted | $ 1.38 | $ 0.74 |
Shares used in computing income per common share: | ||
Basic | 12,311,219 | 12,389,890 |
Diluted | 12,471,961 | 12,389,890 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 12,336 | $ 72,833,742 | $ (78,181,151) | $ (5,335,073) |
Beginning balance (in shares) at Dec. 31, 2021 | 12,335,683 | |||
Net income | 9,176,225 | 9,176,225 | ||
Issuance of common stock upon settlement of restricted stock, net | $ 171 | 171 | ||
Issuance of common stock upon settlement of restricted stock, net (in shares) | 171,112 | |||
Stock-based compensation expense | 355,707 | 355,707 | ||
Ending balance, value at Dec. 31, 2022 | $ 12,507 | 73,189,449 | (69,004,926) | $ 4,197,030 |
Ending balance (in shares) at Dec. 31, 2022 | 12,506,795 | 12,506,795 | ||
Net income | 17,201,204 | $ 17,201,204 | ||
Issuance of common stock upon settlement of restricted stock, net | $ 264 | 264 | ||
Issuance of common stock upon settlement of restricted stock, net (in shares) | 264,639 | |||
Stock-based compensation expense | 770,362 | 770,362 | ||
Shares withheld for tax withholdings | (87,132) | (87,132) | ||
Ending balance, value at Dec. 31, 2023 | $ 12,771 | $ 73,872,679 | $ (51,803,722) | $ 22,081,728 |
Ending balance (in shares) at Dec. 31, 2023 | 12,771,434 | 12,771,434 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 17,201,204 | $ 9,176,225 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 470,950 | 688,096 |
Amortization of debt issuance costs | 103,304 | 133,997 |
Stock-based compensation expense | 770,626 | 355,878 |
Deferred income taxes | (13,363,661) | (6,574,463) |
Bad debt expense | 72,099 | |
Changes in operating assets and liabilities: | ||
Decrease in accounts receivable | 505,576 | 37,843 |
Decrease (increase) in insurance recovery receivable | 3,600,000 | (750,000) |
Increase in contract assets | (7,927,528) | (2,925,201) |
Decrease in inventory | 1,056,422 | 1,535,856 |
Decrease (increase) in prepaid expenses and other current assets | 297,804 | (350,755) |
Decrease in operating right-of-use assets | 1,786,434 | 1,270,141 |
Increase (decrease) in accounts payable and accrued expenses | 5,107,211 | (1,157,019) |
(Decrease) increase in litigation settlement obligation | (3,600,000) | 596,741 |
(Decrease) increase in contract liabilities | (64,097) | 878,960 |
Decrease in lease liabilities | (1,795,417) | (1,131,135) |
Decrease in loss reserve | (239,198) | (919,165) |
Increase in income taxes payable | 18,711 | 6,231 |
Net cash provided by operating activities | 3,928,341 | 944,329 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (140,450) | (40,789) |
Net cash used in investing activities | (140,450) | (40,789) |
Cash flows from financing activities: | ||
Principal payments on line of credit | (960,000) | (250,000) |
Principal payments on long-term debt | (1,719,766) | (3,115,181) |
Proceeds from insurance financing obligation | 330,482 | |
Repayments of insurance financing obligation | (49,572) | |
Taxes paid related to net share settlement of equity awards | (87,132) | |
Debt issuance costs | (54,334) | |
Net cash used in financing activities | (2,540,322) | (3,365,181) |
Net increase (decrease) in cash | 1,247,569 | (2,461,641) |
Cash at beginning of year | 3,847,225 | 6,308,866 |
Cash at end of year | 5,094,794 | 3,847,225 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the year for interest | 2,454,065 | 1,792,858 |
Cash paid for income taxes | $ 4,364 | $ 25,291 |
PRINCIPAL BUSINESS ACTIVITY AND
PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company consists of CPI Aerostructures, Inc. (“CPI”), Welding Metallurgy, Inc. (“WMI”) and Compac Development Corporation, a wholly owned subsidiary of WMI (collectively the “Company”). CPI is a U.S. supplier of aircraft parts for fixed wing aircraft and helicopters in both the commercial and defense markets. CPI manufactures complex aerostructure assemblies, as well as aerosystems. Additionally, CPI supplies parts for maintenance, repair and overhaul (“MRO”) and kitting contracts. An operating segment, in part, is a component of an enterprise whose operating results are regularly reviewed by the chief operating decision maker (the “CODM”) to make decisions about resources to be allocated to the segment and assess its performance. Operating segments may be aggregated only to a limited extent. The Company’s CODM, the Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. The Company has determined that it has a single operating and reportable segment. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the use of estimates by management. Actual results could differ from these estimates. Revenue Recognition The Company follows Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). In accordance with ASC 606, the Company recognizes revenue when it transfers control of a promised good or service to a customer in an amount that reflects the consideration it expects to be entitled to in exchange for the good or service. The majority of the Company’s performance obligations are satisfied over-time as the Company (i) sells products with no alternative use to the Company and (ii) has an enforceable right to recover costs incurred plus a reasonable profit margin for work completed to date. Under the over-time revenue recognition model, revenue and gross profit are recognized over the contract period as work is performed based on actual costs incurred and an estimate of costs to complete and resulting total estimated costs at completion. The majority of the Company’s performance obligations are satisfied over time as the Company (i) sells products with no alternative use to the Company and (ii) has an enforceable right to recover costs incurred plus a reasonable profit margin for work completed to date. This is known as the over time revenue recognition model. Under the over time revenue recognition model, revenue and gross profit are recognized over the contract period as work is performed based on actual costs incurred as a percentage of total estimated costs at completion of the contract. The Company also has contracts that are considered point in time. Under the point in time revenue recognition model, revenue is recognized when control of the components has transferred to the customer; in most cases this will be based on shipping terms. The majority of the Company’s revenues are from long-term contracts with the U.S. government and commercial contractors. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. For the Company, the contract under ASC 606 is typically established upon execution of a purchase order either in accordance with a long-term customer contract or on a standalone basis. To determine the proper revenue recognition for our contracts, we must evaluate whether two or more contracts should be combined and accounted for as a single contract, and whether the combined or single contract should be accounted for as one performance obligation or more than one performance obligation. This evaluation requires significant judgment and the decision to combine a group of contracts or to separate a contract into multiple performance obligations could change the amount of revenue and profit recorded in a period. A performance obligation is a promise within a contract to transfer a distinct good or service to the customer in exchange for payment and is the unit of account for recognizing revenue. The Company’s performance obligations in its contracts with customers are typically the sale of each individual product contemplated in the contract or a single performance obligation representing a series of products when the contract contains multiple products that are substantially the same. The Company has elected to account for shipping performed after control over a product has transferred to a customer as fulfillment activities. When revenue is recognized in advance of incurring shipping costs, the costs related to the shipping are accrued. Shipping costs are included in costs of sales. The Company provides warranties on many of its products; however, since customers cannot purchase such warranties separately and they do not provide services beyond standard assurances, warranties are not separate performance obligations. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when or as the performance obligation is satisfied. For contracts with more than one performance obligation, the Company allocates the transaction price to each performance obligation based on its estimated standalone selling price. When standalone selling prices are not available, the transaction price is allocated using an expected cost plus margin approach as pricing for such contracts is typically negotiated on the basis of cost. The contracts with the U.S. government typically are subject to the Federal Acquisition Regulation (“FAR”), which provides guidance on the types of costs that are allowable in establishing prices for goods and services provided under U.S. government contracts. The pricing for commercial contractors are based on the specific negotiations with each customer and any taxes imposed by governmental authorities are excluded from revenue. The transaction price is primarily comprised of fixed consideration as the customer typically pays a fixed fee for each product sold. The Company does not adjust the amount of revenue to be recognized under a customer contract for the effects of the time value of money when the timing difference between receipt of payment and transferring the good or service is less than one year. The majority of the Company’s performance obligations are satisfied over time as the Company (i) sells products with no alternative use to the Company and (ii) has an enforceable right to recover costs incurred plus a reasonable profit margin for work completed to date. The Company uses the cost-to-cost input method to measure progress for its performance obligations because it best depicts the transfer of control to the customer which occurs as the Company incurs costs on its contracts. The Company generally utilizes the portfolio approach to estimate the amount of revenue to recognize for its contracts and groups contracts together that have similar characteristics. Contract gross profit margins are calculated using the estimated costs for either the individual contract or the portfolio as applicable. Significant judgment is used to determine which contracts are grouped together to form a portfolio. The portfolio approach is utilized only when the result of the accounting is not expected to be materially different than if applied to individual contracts. The Company’s contracts are often modified to account for changes in contract specifications and requirements. The Company considers contract modifications to exist when the modification either creates new or changes the existing enforceable rights and obligations. The effect of a contract modification on the transaction price, and the measure of progress for the performance obligation to which it relates, are recognized prospectively when the remaining goods or services are distinct and on a cumulative catch-up basis when the remaining goods or services are not distinct. The Company also has contracts that are considered point in time. Under the point in time revenue recognition model, revenue is recognized when control of the components has transferred to the customer. Certain contracts contain forms of variable consideration, such as price discounts and performance penalties. The Company generally estimates variable consideration using the most likely amount based on an assessment of all available information (i.e., historical experience, current and forecasted performance) and only to the extent it is probable that a significant reversal of revenue recognized will not occur when the uncertainty is resolved. In applying the cost-to-cost input method, the Company compares the actual costs incurred relative to the total estimated costs expected at completion to determine its progress towards satisfying its performance obligation and to calculate the corresponding amount of revenue to recognize. For any costs incurred that do not depict the Company’s performance in transferring control of goods or services to the customer, the Company excludes such costs from its input method measure of progress as the amounts are not reflected in the price of the contract. Costs that are inputs to the satisfaction of a performance obligation include labor, materials and subcontractors’ costs, other direct costs and an allocation of indirect costs. Changes to the original estimates may be required during the life of the contract. Estimates are reviewed quarterly and the effect of any change in the total estimated costs expected at completion for a contract is reflected in revenue in the period the change becomes known. ASC 606 involves considerable use of estimates and judgment in determining revenues, costs and profits and in assigning the amounts to accounting periods. For instance, management must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the availability of materials, the length of time to complete the performance obligation, execution by our subcontractors, the availability and timing of funding from the customer, and overhead cost rates, among other variables. The Company continually evaluates all of the factors related to the assumptions, risks and uncertainties inherent with the application of the cost-to-cost input method; however, it cannot be assured that estimates will be accurate. If estimates are not accurate, or a contract is terminated which will affect estimates at completion, the Company is required to adjust revenue in the period the change is determined. When changes are required for the estimated total revenue on a contract, these changes are recognized on a cumulative catch-up basis in the current period. A significant change in one or more estimates could affect the profitability of one or more of our performance obligations. If estimates of total costs to be incurred exceed estimates of total consideration the Company expects to receive, a provision for the remaining loss on the contract is recorded in the period in which the loss becomes evident. Contract acquisition costs are those incremental costs that the Company incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained. The Company does not typically incur contract acquisition costs or contract fulfillment costs that are subject to capitalization in accordance with the guidance in Accounting Standards Codification Subtopic 340-40, “Other Assets and Deferred Costs—Contracts with Customers.” Government Contracts The Company’s government contracts are subject to the procurement rules and regulations of the U.S. government. Many of the contract terms are dictated by these rules and regulations. Specifically, cost-based pricing is determined under the FAR, which provides guidance on the types of costs that are allowable in establishing prices for goods and services under U.S. government contracts. For example, costs such as those related to charitable contributions, advertising, interest expense, and public relations are unallowable, and therefore not recoverable through sales. During and after the fulfillment of a government contract, the Company may be audited in respect to the direct and allocated indirect costs attributable thereto. These audits may result in adjustments to the Company’s contract cost, and/or revenue. When contractual terms allow, the Company invoices its customers on a progress basis. Cash The Company maintains its cash in multiple financial institutions. The balances are insured by the Federal Deposit Insurance Corporation up to the limit of $ 250,000 4,943,628 3,763,608 Allowance for Credit Losses The Company maintains an allowance for credit losses on accounts receivable and contract assets. The adequacy of the allowance is assessed quarterly through consideration of factors such as age of the receivable and identification of any anticipated collectability issues by account, if applicable. The Company writes off accounts when they are deemed to be uncollectible. Inventory Inventories, which consist of raw materials, work in progress and finished goods, are reported at lower of cost or net realizable value using the weighted average cost method. The Company capitalizes labor, material, subcontractor and overhead costs as work-in-process for contracts where control has not yet passed to the customer. The Company regularly reviews inventory quantities on hand, future purchase commitments with its suppliers, and the estimated usability for its inventory. If the Company’s review indicates a reduction in usability below carrying value, it reduces its net inventory to its net realizable value. Property and Equipment Property and equipment are carried at cost, net of accumulated depreciation. Depreciation is computed utilizing the straight-line method over the estimated useful life of the asset. Leasehold improvements depreciation is computed over the shorter of the lease term or estimated useful life of the asset. Additions and improvements that extend the useful lives are capitalized, while repairs and maintenance are expensed as incurred. Leases The Company leases a building and various equipment. Under ASC 842, Leases (“ASC 842”), at contract inception we determine whether the contract is or contains a lease and whether the lease should be classified as an operating or a finance lease. Operating leases are included in right-of-use (“ROU”) assets and operating lease liabilities in our consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The determination of the length of lease terms is affected by options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The existence of significant economic incentive is the primary consideration when assessing whether the Company is reasonably certain of exercising an option in a lease. ROU assets and liabilities are recognized at commencement date and measured as the present value of lease payments to be made over the lease term. As the interest rate implicit in the lease is not readily available for most of the Company’s leases, the Company uses its estimated incremental borrowing rate in determining the present value of lease payments. The estimated incremental borrowing rate is derived from information available at the lease commencement date. The lease ROU asset recognized at commencement is adjusted for any lease payments related to initial direct costs, prepayments, and lease incentives. The ROU asset is amortized on a straight-line basis generally over the shorter of the lease term or the estimated useful life of the underlying asset and interest on the lease liability. At December 31, 2023, the Company has right of use assets and lease liabilities of $ 4,740,193 5,099,629 6,526,627 6,895,046 Finance leases are treated as the purchase of an asset on a financing basis. Assets under finance leases, which primarily represent machinery and equipment, computer equipment, and leasehold improvements, are included in property and equipment, net, with the related liabilities included in current portion of long-term debt and long-term debt on the consolidated balance sheets. Goodwill Goodwill represents the excess of purchase price of an acquisition over the fair value of net assets acquired. Goodwill is not amortized but instead is assessed for impairment annually as of December 31 st Long-Lived Assets The Company reviews its long-lived assets for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable by comparing the estimated undiscounted cash flows expected to result from the use of the asset and the estimated amounts expected to be realized upon the asset’s eventual disposition with the carrying value of the asset. If the carrying amount of the asset exceeds the aforementioned estimated expected undiscounted cash flows and estimated expected disposition proceeds, the Company measures the amount of the impairment to record by comparing the carrying amount of the asset with its estimated fair value. As of December 31, 2023, the Company determined that long-lived assets were not impaired. Fair Value The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs and Level 3 includes fair values estimated using significant unobservable inputs. At December 31, 2023 and 2022, the fair values of the Company’s current assets and current liabilities approximated their carrying values because of the short-term nature of these instruments. The carrying value of the line of credit and long-term debt approximates fair value (level 2) as the interest rate is based on market quotes. Earnings per Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share” and uses the treasury stock method in the calculation of earnings per share. Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Basic and diluted income per common share is computed using the weighted average number of common shares outstanding. Diluted income per common share is adjusted for the incremental shares attributed to unvested RSUs. There were 160,742 0 Income Taxes Income taxes are accounted for under the asset and liability method whereby deferred tax assets and liabilities are recognized for future tax consequences attributable to the temporary differences between the consolidated financial statements carrying amounts of assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the effect of an income tax position only if, based on its merits, the position is more likely than not to be sustained on audit by the taxing authorities. The Company’s policy is to record estimated interest and penalties related to uncertain tax positions in income tax expense. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”). ASC 718 establishes accounting for stock-based awards exchanged for employee and nonemployees. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the fair value of the award on the grant date, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the equity grant). Restricted stock awards are granted at the discretion of the Company’s board of directors. These awards are restricted as to the transfer of ownership and generally vest over the requisite service period. The Company recognizes forfeitures at the time the forfeiture occurs. Research and Development Customer-funded research and development (“R&D”) costs are incurred pursuant to contractual arrangements requiring us to provide a product meeting certain defined performance or other specifications, such as designs, and such contractual arrangements are accounted for principally by the over time revenue recognition method. Customer-funded R&D is included in the “Revenue” and “Cost of sales” line items in our Consolidated Statements of Operations. Prior Period Reclassification Certain amounts in prior periods have been reclassified to conform with current period presentation within the Consolidated Statement of Shareholder’s Equity and the Consolidated Statements of Cash Flows. Recently Issued Accounting Standards In 2023, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), using a modified retrospective method, which did not result in a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Standards – Not Adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity (“PBE”) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented. We expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows, and financial condition. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 2. REVENUE Disaggregation of Revenue The following table presents the Company’s revenue disaggregated by contract type and revenue recognition method: Year Ended December 31, December 31, Government subcontracts $ 69,672,602 $ 69,023,729 Prime government contracts 11,842,145 8,663,308 Commercial contracts 4,951,574 5,648,727 Total $ 86,466,321 $ 83,335,764 Year Ended December 31, 2023 December 31, 2022 Revenue recognized using over time revenue recognition model $ 82,713,436 $ 75,911,241 Revenue recognized using point in time revenue recognition model 3,752,885 7,424,523 Total $ 86,466,321 $ 83,335,764 Favorable/(Unfavorable) Adjustments to Gross Profit We review our Estimates at Completion (“EAC”) at least quarterly. Due to the nature of the work required to be performed on many of the Company’s performance obligations, the estimation of total revenue and cost at completion is complex, subject to many inputs, and requires significant judgment by management on a contract-by-contract basis. As part of this process, management reviews information including, but not limited to, any outstanding key contract matters, progress towards completion and the related program schedule, identified risks and opportunities, and the related changes in estimates of revenues and costs. The risks and opportunities relate to management’s judgment about the ability and cost to achieve the schedule, consideration of customer-directed delays or reductions in scheduled deliveries, technical requirements, customer activity levels, and related variable consideration. Management must make assumptions and estimates regarding contract revenue and costs, including estimates of labor productivity and availability, the complexity and scope of the work to be performed, the availability and cost of materials including any impact from changing costs or inflation, the length of time to complete the performance obligation, the availability and timing of funding from our customer, and overhead cost rates, among others. Changes in estimates of net sales, cost of sales, and the related impact to operating profit on contracts recognized over time are recognized on a cumulative catch-up basis, which recognizes the cumulative effect of the profit changes on current and prior periods based on a performance obligation’s percentage-of-completion in the current period. A significant change in one or more of these estimates could affect the profitability of one or more of our performance obligations. Our EAC adjustments also include the establishment of, and changes to, loss provisions for our contracts accounted for on a percentage-of-completion basis. Net EAC adjustments had the following impact on our gross profit during the years ended December 31, 2023 and 2022: Years Ended December 31, 2023 December 31, 2022 Favorable adjustments $ 2,601,615 $ 4,962,675 (Unfavorable) adjustments (4,052,117 ) (3,207,099 ) Net adjustments $ (1,450,502 ) $ 1,755,576 Favorable adjustments during the year ended December 31, 2023 included the NGC E-2D MY2 Outer Wing Panel (“OWP”) and NGC E-2D Wet Outer Wing Panel programs. Unfavorable adjustments during the year ended December 31, 2023 included the Boeing A-10 and Embraer Phenom 300 programs. Favorable adjustments during the year ended December 31, 2022 included the Raytheon NGJ Pods/AMS and Lockheed Margin F-16 Rudder Island programs. Unfavorable adjustments during the year ended December 31, 2022 included the NGC E-2D MY2 OWP and Embraer Phenom 300 programs. Transaction Price Allocated to Remaining Performance Obligations As of December 31, 2023, the aggregate amount of transaction price allocated to the remaining performance obligations was approximately $ 118.2 |
CONTRACT ASSETS AND LIABILITIES
CONTRACT ASSETS AND LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Contract Assets And Liabilities | |
CONTRACT ASSETS AND LIABILITIES | 3. CONTRACT ASSETS AND LIABILITIES Contract assets represent revenue recognized on contracts in excess of amounts invoiced to the customer and the Company’s right to consideration is conditional on something other than the passage of time. Amounts may not exceed their net realizable value. Under the typical payment terms of our government contracts, the customer retains a portion of the contract price until completion of the contract, as a measure of protection for the customer. Our government contracts therefore typically result in revenue recognized in excess of billings, which we present as contract assets. Contract assets are classified as current assets. The Company’s contract liabilities represent customer payments received or due from the customer in excess of revenue recognized. Contract liabilities are classified as current liabilities. Schedule of contract assets and liabilities December 31, 2023 December 31, December 31, Contract assets $ 35,312,068 $ 27,384,540 24,459,339 Contract liabilities 5,937,629 6,001,726 5,122,766 Contract assets at December 31, 2023 increased $ 7,927,528 Contract liabilities decreased $ 64,097 Revenue recognized for the year ended December 31, 2023, that was included in the contract liabilities balances as of January 1, 2023 was $ 3,816,336 3,598,601 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | 4. ACCOUNTS RECEIVABLE Accounts receivable consists of trade receivables as follows: December 31, 2023 December 31, Billed receivables $ 4,444,504 $ 5,139,757 Less: allowance for expected credit losses (92,308 ) (281,985 ) Total accounts receivable, net $ 4,352,196 $ 4,857,772 |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | 5. INVENTORY The components of inventory consist of the following: December 31, 2023 2022 Raw materials $ 1,187,008 $ 1,892,157 Work in progress 75,795 685,438 Finished goods (Includes completed components) 1,617,077 3,038,859 Gross inventory $ 2,879,879 $ 5,616,454 Inventory reserves (1,443,233 ) (3,123,386 ) Inventory, net $ 1,436,647 $ 2,493,069 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 6. PROPERTY AND EQUIPMENT The components of property and equipment consist of the following: December 31, Estimated 2023 2022 Useful Life (years) Machinery and equipment $ 4,004,779 $ 3,978,662 5 7 Computer equipment 4,242,437 4,191,040 5 Furniture and fixtures 709,350 709,350 7 Automobiles and trucks 13,162 13,162 5 Leasehold improvements 2,692,552 2,629,615 Lesser of lease term or 10 Total gross property and equipment 11,662,280 11,521,829 Less accumulated depreciation and amortization (10,868,224 ) (10,397,273 ) Total property and equipment, net $ 794,056 $ 1,124,556 Depreciation expense for the years ended December 31, 2023 and 2022 was $ 470,950 563,096 |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | 7. GOODWILL The Company acquired WMI on December 20, 2018. The acquisition was accounted for as a business combination in accordance with ASC Topic 805. Accordingly, the Company recorded the fair value of the assets and liabilities assumed at the date of acquisition. As a result of the acquisition of WMI on December 30, 2018, the Company recorded Goodwill of $ 1,784,254 |
LINE OF CREDIT
LINE OF CREDIT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
LINE OF CREDIT | 8. LINE OF CREDIT On March 24, 2016, the Company entered into an Amended and Restated Credit Agreement with the lenders named therein and BankUnited, N.A. (“BankUnited”) as Sole Arranger, Agent and a Lender, dated as of March 24, 2016 (as amended, the “Credit Agreement” or the “BankUnited Facility”). The BankUnited Facility originally provided for a revolving credit loan commitment of $ 30 10 On April 12, 2022, the Company entered into a Consent, Waiver and Ninth Amendment (the “Ninth Amendment”) to the Credit Agreement. Under the Ninth Amendment, the parties amended the Credit Agreement by (a) extending the maturity date of the Revolving Loan and the Term Loan to September 30, 2023 750,000 250,000 200,000 2.5 5 6 7 8 On August 19, 2022, the Company entered into a Consent, Waiver and Tenth Amendment (the “Tenth Amendment”) to the Credit Agreement. Under the Tenth Amendment, the parties amended the Credit Agreement by (a) increasing the maximum leverage ratio applicable for the fiscal quarter ending September 30, 2022 to 5.0 566,025 367,045 795,997 On November 10, 2022, the Company entered into an Eleventh Amendment to the Credit Agreement (the “Eleventh Amendment”). Under the Eleventh Amendment, the parties amended the Credit Agreement by (a) extending the maturity date of the Revolving Loan and the Term Loan to November 30, 2023 200,000 250,000 3.5 On March 23, 2023, the Company entered into a Twelfth Amendment to the Credit Agreement (the “Twelfth Amendment”). Under the Twelfth Amendment, the parties amended the Credit Agreement by : (a) extending the maturity date of the Company’s existing revolving line of credit and its existing term loan to November 30, 2024 20,520,000 19,800,000 19,080,000 18,360,000 17,640,000 250,000 116,667 133,333 The Credit Agreement, as amended, requires us to maintain the following financial covenants (subject to the exclusions provided for in the previous paragraph): (a) minimum debt service coverage ratio of no less than 1.5 0.95 1.5 7.30 6.30 5.0 4.0 1.00 1 On February 20, 2024, the Company entered into a Thirteenth Amendment to the Credit Agreement (the “Thirteenth Amendment”). Under the Thirteenth Amendment, the parties amended the Credit Agreement by (a) extending the maturity date of the Company’s existing revolving line of credit to August 31, 2025 19,800,000 19,080,000 18,360,000 17,640,000 16,920,000 16,200,000 15,480,000 As of December 31, 2023 and December 31, 2022, the Company had $ 20,040,000 21,000,000 2,400,000 17,640,000 The BankUnited Facility is secured by all of the Company’s assets. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | 9. DEBT As described above, in connection with the Twelfth Amendment, the Company and BankUnited agreed to amend the Credit Agreement by: (a) extending the maturity date of the Company’s existing revolving line of credit and its existing term loan to November 30, 2024 20,520,000 19,800,000 19,080,000 18,360,000 17,640,000 250,000 116,667 133,333 As described above, in connection with the Eleventh Amendment, the Company and BankUnited agreed to amend the Credit Agreement by (a) extending the maturity date of the Revolving Loan and the Term Loan to November 30, 2023 200,000 250,000 3.5 As described above, in connection with the Tenth Amendment, the Company and BankUnited agreed to amend the Credit Agreement by (a) amending the maximum leverage ratio applicable for the fiscal quarter ending on September 30, 2022, and (b) consenting to and waiving certain covenant non-compliance under the Credit Agreement. Under the Tenth Amendment, there are no changes to interest rates or repayment schedule and the terms pertaining to interest rates and repayment schedule remain the same as described below as per the Ninth Amendment. The Tenth Amendment had no effect on the interest rates on the Revolving Term Loan or Term Loan. As described above, in connection with the Ninth Amendment, the Company and BankUnited agreed to extend the maturity dates of the Revolving Loan and Term Loan to September 30, 2023 750,000 250,000 750,000 200,000 2.5 5 6 7 8 In 2022, as consideration for the lenders entering into the Ninth Amendment, the Company paid a $ 62,833 962,000 82,000 131,000 The maturities of the long-term debt (excluding unamortized debt issuance costs) as of December 31, 2023, are as follows: Year ending December 31, 2024 $ 44,498 2025 26,483 Total $ 70,981 Included in the long-term debt are financing leases and notes payable totaling $ 70,981 207,414 44,498 136,433 The BankUnited Facility is secured by all of the Company’s assets and both the Revolving Loan and Term Loan bear interest at the Prime Rate + 3.50 8.50 12.00 During the year ended December 31, 2023, the Term Loan was fully repaid. At December 31, 2022, the Term Loan had an aggregate principal balance due of $ 1,583,333 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
LEASES | 10. LEASES The Company leases manufacturing and office space under an agreement classified as an operating lease. On November 10, 2022, the Company executed the second amendment to the lease agreement for its manufacturing and office space, which extends the lease agreement’s expiration date to April 30, 2026. The lease agreement does not include any renewal options. The agreement provides for an initial monthly base amount plus annual escalations through the term of the lease. In addition to the monthly base amounts in the lease agreement, the Company is required to pay real estate taxes and operating expenses during the lease terms. The Company also leases office equipment in agreements classified as operating leases. For the years ended December 31, 2023 and 2022, the Company’s operating lease expense was $ 2,142,338 2,101,596 Future minimum lease payments under non-cancellable operating leases as of December 31, 2023 were as follows: Year ending December 31, 2024 $ 2,228,784 2025 2,283,354 2026 850,276 2027 111,065 2028 9,226 Total undiscounted operating lease payments 5,482,705 Less imputed interest (383,076 ) Present value of operating lease payments $ 5,099,629 The following table sets forth the ROU assets and operating lease liabilities as of December 31, 2023 and 2022: 2023 2022 Assets ROU assets, net $ 4,740,193 $ 6,526,627 Liabilities Current operating lease liabilities $ 1,999,058 $ 1,817,811 Long-term operating lease liabilities 3,100,571 5,077,235 Total lease liabilities $ 5,099,629 $ 6,895,046 The Company’s weighted average remaining lease term for its operating leases is 2.5 5.43 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 11. INCOME TAXES We account for income taxes in accordance with ASC 740 Income Taxes. ASC 740 is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected tax consequences or events that have been recognized in our consolidated financial statements or tax returns. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in the consolidated financial statements. The interpretation prescribes a recognition threshold and measurement attribute for the consolidated financial statements recognition and measurement of a tax position taken, or expected to be taken, in a tax return. The Company files income tax returns in the U.S. federal jurisdiction and in various state jurisdictions. The Company generally is no longer subject to U.S. or state examinations by tax authorities for taxable years prior to 2019. However, net operating losses utilized from prior years in subsequent years’ tax returns are subject to examination until three years after the filing of subsequent years’ tax returns. The statute of limitations expiration in foreign jurisdictions for corporate tax returns generally ranges between two and five years depending on the jurisdiction. The (benefit) for income taxes consists of the following: Year ended December 31, 2023 2022 Current: State $ 14,248 $ 21,332 Deferred: Federal (12,608,425 ) (6,428,448 ) State (755,237 ) (146,015 ) Total $ (13,349,414 ) $ (6,553,131 ) The difference between the income tax provision computed at the federal statutory rate and the actual tax benefit is accounted for as follows: December 31, 2023 2022 Taxes computed at the federal statutory rate $ 808,876 $ 550,850 State income tax, net (585,381 ) (98,499 ) Research and development tax credit (133,089 ) (190,656 ) Change in valuation allowance (13,531,626 ) (6,616,952 ) Other 88,308 51,696 Accrued loss reserve adjustment — (253,738 ) Permanent differences 3,498 4,168 Benefit for income taxes $ (13,349,414 ) $ (6,553,131 ) The components of deferred income tax assets and liabilities are as follows at December 31: Deferred Tax Assets: 2023 2022 Allowance for credit losses $ 20,632 $ 60,100 Capitalized R&D 1,420,263 864,969 Credit carryforwards 2,278,642 2,193,146 Inventory reserve 350,073 722,991 Accrued payroll 151,986 267,819 Loss contracts reserve 75,402 46,205 Restricted stock 94,809 92,677 Acquisition costs 74,136 77,762 Lease liability 1,139,836 1,469,551 Accrued legal — 159,849 Disallowed interest expense 1,067,063 943,089 Net operating loss carryforward 16,356,545 17,513,901 Other 45,057 20,659 Deferred tax assets 23,074,444 24,432,718 Valuation allowance (569,143 ) (14,740,034 ) Deferred Tax Liabilities: Prepaid expenses 143,126 207,980 Revenue recognition 1,224,106 1,341,105 Property and equipment 140,449 178,107 ROU asset 1,059,496 1,391,029 Deferred tax liabilities $ 2,567,177 $ 3,118,221 Net deferred tax assets $ 19,938,124 $ 6,574,463 During our review of the Company’s deferred income tax positions as of December 31, 2023, we determined that the following adjustments are needed to our previously reported December 31, 2022 deferred tax assets and liabilities balances, with no impact to our net deferred tax assets, due to the inadequate review, assessment of and reporting of the Company’s temporary differences between book and taxable income. More specifically, the adjustments are required due to computational errors and incomplete analyses. Accordingly, we have restated the balances as previously reported, where needed, as follows: Deferred Tax Assets: 2022 (as Previously Reported) Restatement Adjustments 2022 (As Restated) Allowance for credit losses $ 60,100 $ — $ 60,100 Capitalized R&D 864,969 — 864,969 Credit carryforwards 2,193,146 — 2,193,146 Inventory reserve 1,130,788 (407,797 ) 722,991 Accrued payroll 267,819 — 267,819 Loss contracts reserve 46,205 — 46,205 Restricted stock 160,989 (68,312 ) 92,677 Acquisition costs 77,762 — 77,762 Lease liability 1,469,551 — 1,469,551 Accrued legal 159,849 — 159,849 Disallowed interest expense 1,268,226 (325,137 ) 943,089 Net operating loss carryforward 19,493,530 (1,979,629 ) 17,513,901 Other 20,659 — 20,659 Deferred tax assets 27,213,593 (2,780,875 ) 24,432,718 Valuation allowance (14,916,923 ) 176,889 (14,740,034 ) Deferred Tax Liabilities: Prepaid expenses 207,980 — 207,980 Revenue recognition 3,966,404 (2,625,299 ) 1,341,105 Property and equipment 156,794 21,313 178,107 ROU asset 1,391,029 — 1,391,029 Deferred tax liabilities $ 5,722,207 $ (2,603,986 ) $ 3,118,221 Net deferred tax assets $ 6,574,463 $ — $ 6,574,463 As of December 31, 2023, the Company had approximately $ 74.7 17.3 14.4 80 100 As a result of the Tax Cuts and Jobs Act of 2017 and the Coronavirus Aid, Relief, and Economic Security Act of 2020, federal NOLs arising before January 1, 2018, and NOLs arising after January 1, 2018, are subject to different rules. Our pre-2018 NOLs totaled approximately $ 60.3 The state NOLs begin to expire in 2034 Our ability to fully recognize the benefits from our NOLs is dependent upon our ability to generate sufficient income prior to their expiration. In addition, our NOL carryforwards may be limited if we experience an ownership change as defined by Section 382 of the Internal Revenue Code (“Section 382”). In general, an ownership change under Section 382 occurs if 5% shareholders increase their collective ownership of the aggregate amount of our outstanding shares by more than 50 percentage points over a relevant lookback period. The Company has completed a Section 382 analysis for the year ended December 31, 2022, and believes that no ownership change occurred during the relevant lookback period that would limit our ability to use our NOLs. The sale of additional equity securities in the future may trigger an ownership change under IRC Section 382, which could significantly limit our ability to utilize our tax benefits. The Company will recognize a tax benefit in the consolidated financial statements for an uncertain tax position only if management’s assessment is that the position is “more likely than not” (i.e., a likelihood greater than 50%) to be allowed by the tax jurisdiction based solely on the technical merits of the position. The term “tax position” refers to a position in a previously filed tax return or a position expected to be taken in a future tax return that is reflected in measuring current or deferred income tax assets and liabilities for financial reporting purposes. Assessing the realizability of deferred tax assets requires the determination of whether it is more likely than not that some portion or all the deferred tax assets will not be realized. In assessing the need for a valuation allowance, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, loss carryback and tax-planning strategies. Generally, more weight is given to objectively verifiable evidence, such as a cumulative loss in recent years, as a significant piece of negative evidence to overcome. As of December 31, 2023, the Company achieved three years of consecutive book and taxable income, along with projections of profitability, for which management determined that there is sufficient positive evidence to conclude that it is more likely than not that a portion of the deferred tax assets will be realized. As such, $ 14,170,891 569,143 The income tax (benefit) for the year ended December 31, 2023 was $ (13,349,414) (346.6%) |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | 12. ACCRUED EXPENSES Accrued expenses consists of the following: December 31, 2023 December 31, Accrued purchases $ 7,132,847 $ 4,153,237 Accrued payroll 1,143,913 1,285,122 Accrued insurance 855,190 837,371 Accrued interest 601,200 703,354 Accrued professional fees and other 542,545 365,506 Total $ 10,275,695 $ 7,344,590 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 13. STOCK-BASED COMPENSATION Stock-based compensation expense for restricted stock in the consolidated statements of operations is summarized as follows: 2023 2022 Cost of sales $ 65,470 $ 36,794 Selling, general and administrative 705,156 319,084 Total stock-based compensation expense $ 770,626 $ 355,878 The Company grants restricted stock units (“RSUs”) to its board of directors as partial compensation. These RSUs vest quarterly on a straight-line basis over a one-year period. The following table summarizes activity related to outstanding RSUs RSUs Weighted Average Grant Date Fair Value Non-vested – January 1, 2023 — $ — Granted 173,718 $ 3.43 Vested (139,969 ) $ 3.43 Forfeited (33,749 ) $ 3.42 Non-vested – December 31, 2023 — $ — The Company grants shares of common stock (“Restricted Stock Awards”) to select employees. These shares have various vesting dates, ranging from vesting on the grant date to as late as four years from the date of grant. In the event that the employee’s employment is voluntarily terminated prior to certain vesting dates, portions of the shares may be forfeited. At December 31, 2023, the weighted average remaining amortization period was 2.7 The following table summarizes activity related to outstanding Restricted Stock Awards for the year ended December 31, 2023: Restricted Stock Awards Weighted Average Grant Date Fair Value of Restricted Stock Awards Non-vested – January 1, 2023 130,583 $ 2.37 Granted 111,447 $ 3.82 Vested (39,331 ) $ 3.07 Forfeited (35,628 ) $ 2.04 Non-vested – December 31, 2023 167,071 $ 3.25 The Company grants shares of common stock (“Performance Restricted Stock Awards” or “PRSAs”) to select officers as part of our long-term incentive program that will result in that number of PRSAs being paid out if the target performance metric is achieved. The award vesting is based on specific performance metrics related to accounts payable delinquency, debt, and net income during the performance period. The PRSAs vest at 0% 100% 100% 2.9 The following table summarizes activity related to outstanding PRSAs for the year ended December 31, 2023: PRSAs Weighted Average Grant Date Fair Value Non-vested – January 1, 2023 31,737 $ 2.65 Granted 48,050 $ 3.27 Vested (20,971 ) $ 2.65 Forfeited (10,766 ) $ 2.65 Non-vested – December 31, 2023 48,050 $ 3.27 The fair value of all RSUs, PRSAs and Restricted Stock Awards is based on the closing price of our common stock on the grant date. All RSUs, PRSAs, and Restricted Stock Awards vest and settle in common stock (on a one-for-one basis). As of December 31, 2023, unamortized stock-based compensation costs related to restricted share arrangements was $ 274,415 In addition, our income tax liabilities for 2023 and 2022 were reduced by $ 174,617 101,497 In 2009, the Company adopted the Performance Equity Plan 2009 (the “2009 Plan”). The 2009 Plan reserved 500,000 2,364 In 2016, the Company adopted the 2016 Long Term Incentive Plan (the “2016 Plan”). The 2016 Plan reserved 600,000 200,000 800,000 1,400,000 800,000 2,200,000 619,055 |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLAN | 14. EMPLOYEE BENEFIT PLAN On September 11, 1996, the Company’s board of directors instituted a defined contribution plan under Section 401(k) of the Internal Revenue Code (the “Code”). On October 1, 1998, the Company amended and standardized its plan as required by the Code. Pursuant to the amended plan, qualified employees may contribute a percentage of their pretax eligible compensation to the Plan and the Company will match a percentage of each employee’s contribution. Additionally, the Company has a profit-sharing plan covering all eligible employees. Contributions by the Company are at the discretion of management. The amount of contributions recorded by the Company during the years ended December 31, 2023 and 2022 amounted to $ 300,600 343,077 |
MAJOR CUSTOMERS
MAJOR CUSTOMERS | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
MAJOR CUSTOMERS | 15. MAJOR CUSTOMERS For the year ended December 31, 2023, 30 26 13 12 35 17 12 10 At December 31, 2023, 30 17 12 11 38 21 17 13 At December 31, 2023, 26 23 18 15 27 20 16 16 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 16. COMMITMENTS AND CONTINGENCIES The Company may be involved in various claims, suits, assessments, investigations, and legal proceedings that arise from time to time in the ordinary course of its business. The Company accrues a liability when it is both probable a liability has been incurred and the amount of the loss can be reasonably estimated. The Company reviews these accruals at least quarterly and adjusts them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel, and other relevant information. To the extent new information is obtained and the Company’s views on the probable outcomes of claims, suits, assessments, investigations, or legal proceedings change, changes in the Company’s accrued liabilities would be recorded in the period such determination is made. For some matters, the amount of liability is not probable or the amount cannot be reasonably estimated and, therefore, accruals have not been made. Termination of Shareholder Derivative Actions and Class Action Lawsuit Termination of Shareholder Derivative Actions In 2020 and 2021, four shareholder derivative actions were filed against certain current and former members of our board of directors and certain of our current and former officers. All four of the actions—each described in further detail below—were based on substantially the same allegations and claims – specifically, that the defendants allegedly breached their fiduciary duties and/or violated securities laws by permitting false and misleading statements to be included in the Company’s registration statement and prospectus supplements issued in connection with the Company’s October 16, 2018 securities offering and/or by permitting false and misleading statements to be made in the Company’s periodic reports filed between March 22, 2018 and February 14, 2020. The first action (captioned Moulton v. McCrosson, et.al. The second action (captioned Woodyard v. McCrosson, et al. The third action (captioned Berger v. McCrosson, et al. On March 19, 2021, the parties to the Moulton and Berger In re CPI Aerostructures Stockholder Derivative Litigation The fourth action (captioned Wurst, et al. v. Bazaar, et al. On June 13, 2022, plaintiffs in the consolidated federal action informed the court that the Company and all defendants had reached an agreement in principle with all plaintiffs to settle the shareholder derivative lawsuits described above. On June 16, 2022, plaintiffs in the consolidated federal action filed an unopposed motion for preliminary approval of the settlement. On February 14, 2023, the magistrate judge recommended that the court grant the motion in its entirety. On March 6, 2023, the Court granted preliminary approval of the proposed settlement. On May 17, 2023, plaintiffs in the consolidated federal action filed an unopposed motion for final approval of the settlement. The magistrate judge held a final approval hearing on June 7, 2023. On October 27, 2023, the magistrate judge recommended that the Court grant the final approval motion in its entirety. On December 11, 2023, the Court adopted that recommendation and entered orders granting final approval to the settlement and closing the case. Pursuant to the settlement agreement, after the federal court’s final approval of the settlement, the plaintiffs in the Woodyard Wurst Woodyard Wurst As part of the settlement, the Company agreed to undertake (or confirm that it has undertaken already) certain corporate governance reforms. In addition, the Company and/or its insurer have agreed to pay a total of $ 585,000 585,000 Termination of Class Action Lawsuit A consolidated class action lawsuit (captioned Rodriguez v. CPI Aerostructures, Inc., et al. On May 20, 2021, the parties reached a settlement in the amount of $ 3,600,000 Litigation Settlement Obligation and Insurance Recovery Receivable Pertaining to the Class Action Lawsuit and Shareholder Derivative Action The attorneys’ fees for both the class action lawsuit and the shareholder derivative actions were covered and paid by our directors’ and officers’ insurance carrier, after satisfaction of our $ 750,000 750,000 750,000 |
PRINCIPAL BUSINESS ACTIVITY A_2
PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the use of estimates by management. Actual results could differ from these estimates. |
Revenue Recognition | Revenue Recognition The Company follows Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). In accordance with ASC 606, the Company recognizes revenue when it transfers control of a promised good or service to a customer in an amount that reflects the consideration it expects to be entitled to in exchange for the good or service. The majority of the Company’s performance obligations are satisfied over-time as the Company (i) sells products with no alternative use to the Company and (ii) has an enforceable right to recover costs incurred plus a reasonable profit margin for work completed to date. Under the over-time revenue recognition model, revenue and gross profit are recognized over the contract period as work is performed based on actual costs incurred and an estimate of costs to complete and resulting total estimated costs at completion. The majority of the Company’s performance obligations are satisfied over time as the Company (i) sells products with no alternative use to the Company and (ii) has an enforceable right to recover costs incurred plus a reasonable profit margin for work completed to date. This is known as the over time revenue recognition model. Under the over time revenue recognition model, revenue and gross profit are recognized over the contract period as work is performed based on actual costs incurred as a percentage of total estimated costs at completion of the contract. The Company also has contracts that are considered point in time. Under the point in time revenue recognition model, revenue is recognized when control of the components has transferred to the customer; in most cases this will be based on shipping terms. The majority of the Company’s revenues are from long-term contracts with the U.S. government and commercial contractors. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. For the Company, the contract under ASC 606 is typically established upon execution of a purchase order either in accordance with a long-term customer contract or on a standalone basis. To determine the proper revenue recognition for our contracts, we must evaluate whether two or more contracts should be combined and accounted for as a single contract, and whether the combined or single contract should be accounted for as one performance obligation or more than one performance obligation. This evaluation requires significant judgment and the decision to combine a group of contracts or to separate a contract into multiple performance obligations could change the amount of revenue and profit recorded in a period. A performance obligation is a promise within a contract to transfer a distinct good or service to the customer in exchange for payment and is the unit of account for recognizing revenue. The Company’s performance obligations in its contracts with customers are typically the sale of each individual product contemplated in the contract or a single performance obligation representing a series of products when the contract contains multiple products that are substantially the same. The Company has elected to account for shipping performed after control over a product has transferred to a customer as fulfillment activities. When revenue is recognized in advance of incurring shipping costs, the costs related to the shipping are accrued. Shipping costs are included in costs of sales. The Company provides warranties on many of its products; however, since customers cannot purchase such warranties separately and they do not provide services beyond standard assurances, warranties are not separate performance obligations. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when or as the performance obligation is satisfied. For contracts with more than one performance obligation, the Company allocates the transaction price to each performance obligation based on its estimated standalone selling price. When standalone selling prices are not available, the transaction price is allocated using an expected cost plus margin approach as pricing for such contracts is typically negotiated on the basis of cost. The contracts with the U.S. government typically are subject to the Federal Acquisition Regulation (“FAR”), which provides guidance on the types of costs that are allowable in establishing prices for goods and services provided under U.S. government contracts. The pricing for commercial contractors are based on the specific negotiations with each customer and any taxes imposed by governmental authorities are excluded from revenue. The transaction price is primarily comprised of fixed consideration as the customer typically pays a fixed fee for each product sold. The Company does not adjust the amount of revenue to be recognized under a customer contract for the effects of the time value of money when the timing difference between receipt of payment and transferring the good or service is less than one year. The majority of the Company’s performance obligations are satisfied over time as the Company (i) sells products with no alternative use to the Company and (ii) has an enforceable right to recover costs incurred plus a reasonable profit margin for work completed to date. The Company uses the cost-to-cost input method to measure progress for its performance obligations because it best depicts the transfer of control to the customer which occurs as the Company incurs costs on its contracts. The Company generally utilizes the portfolio approach to estimate the amount of revenue to recognize for its contracts and groups contracts together that have similar characteristics. Contract gross profit margins are calculated using the estimated costs for either the individual contract or the portfolio as applicable. Significant judgment is used to determine which contracts are grouped together to form a portfolio. The portfolio approach is utilized only when the result of the accounting is not expected to be materially different than if applied to individual contracts. The Company’s contracts are often modified to account for changes in contract specifications and requirements. The Company considers contract modifications to exist when the modification either creates new or changes the existing enforceable rights and obligations. The effect of a contract modification on the transaction price, and the measure of progress for the performance obligation to which it relates, are recognized prospectively when the remaining goods or services are distinct and on a cumulative catch-up basis when the remaining goods or services are not distinct. The Company also has contracts that are considered point in time. Under the point in time revenue recognition model, revenue is recognized when control of the components has transferred to the customer. Certain contracts contain forms of variable consideration, such as price discounts and performance penalties. The Company generally estimates variable consideration using the most likely amount based on an assessment of all available information (i.e., historical experience, current and forecasted performance) and only to the extent it is probable that a significant reversal of revenue recognized will not occur when the uncertainty is resolved. In applying the cost-to-cost input method, the Company compares the actual costs incurred relative to the total estimated costs expected at completion to determine its progress towards satisfying its performance obligation and to calculate the corresponding amount of revenue to recognize. For any costs incurred that do not depict the Company’s performance in transferring control of goods or services to the customer, the Company excludes such costs from its input method measure of progress as the amounts are not reflected in the price of the contract. Costs that are inputs to the satisfaction of a performance obligation include labor, materials and subcontractors’ costs, other direct costs and an allocation of indirect costs. Changes to the original estimates may be required during the life of the contract. Estimates are reviewed quarterly and the effect of any change in the total estimated costs expected at completion for a contract is reflected in revenue in the period the change becomes known. ASC 606 involves considerable use of estimates and judgment in determining revenues, costs and profits and in assigning the amounts to accounting periods. For instance, management must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the availability of materials, the length of time to complete the performance obligation, execution by our subcontractors, the availability and timing of funding from the customer, and overhead cost rates, among other variables. The Company continually evaluates all of the factors related to the assumptions, risks and uncertainties inherent with the application of the cost-to-cost input method; however, it cannot be assured that estimates will be accurate. If estimates are not accurate, or a contract is terminated which will affect estimates at completion, the Company is required to adjust revenue in the period the change is determined. When changes are required for the estimated total revenue on a contract, these changes are recognized on a cumulative catch-up basis in the current period. A significant change in one or more estimates could affect the profitability of one or more of our performance obligations. If estimates of total costs to be incurred exceed estimates of total consideration the Company expects to receive, a provision for the remaining loss on the contract is recorded in the period in which the loss becomes evident. Contract acquisition costs are those incremental costs that the Company incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained. The Company does not typically incur contract acquisition costs or contract fulfillment costs that are subject to capitalization in accordance with the guidance in Accounting Standards Codification Subtopic 340-40, “Other Assets and Deferred Costs—Contracts with Customers.” |
Government Contracts | Government Contracts The Company’s government contracts are subject to the procurement rules and regulations of the U.S. government. Many of the contract terms are dictated by these rules and regulations. Specifically, cost-based pricing is determined under the FAR, which provides guidance on the types of costs that are allowable in establishing prices for goods and services under U.S. government contracts. For example, costs such as those related to charitable contributions, advertising, interest expense, and public relations are unallowable, and therefore not recoverable through sales. During and after the fulfillment of a government contract, the Company may be audited in respect to the direct and allocated indirect costs attributable thereto. These audits may result in adjustments to the Company’s contract cost, and/or revenue. When contractual terms allow, the Company invoices its customers on a progress basis. |
Cash | Cash The Company maintains its cash in multiple financial institutions. The balances are insured by the Federal Deposit Insurance Corporation up to the limit of $ 250,000 4,943,628 3,763,608 |
Allowance for Credit Losses | Allowance for Credit Losses The Company maintains an allowance for credit losses on accounts receivable and contract assets. The adequacy of the allowance is assessed quarterly through consideration of factors such as age of the receivable and identification of any anticipated collectability issues by account, if applicable. The Company writes off accounts when they are deemed to be uncollectible. |
Inventory | Inventory Inventories, which consist of raw materials, work in progress and finished goods, are reported at lower of cost or net realizable value using the weighted average cost method. The Company capitalizes labor, material, subcontractor and overhead costs as work-in-process for contracts where control has not yet passed to the customer. The Company regularly reviews inventory quantities on hand, future purchase commitments with its suppliers, and the estimated usability for its inventory. If the Company’s review indicates a reduction in usability below carrying value, it reduces its net inventory to its net realizable value. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost, net of accumulated depreciation. Depreciation is computed utilizing the straight-line method over the estimated useful life of the asset. Leasehold improvements depreciation is computed over the shorter of the lease term or estimated useful life of the asset. Additions and improvements that extend the useful lives are capitalized, while repairs and maintenance are expensed as incurred. |
Leases | Leases The Company leases a building and various equipment. Under ASC 842, Leases (“ASC 842”), at contract inception we determine whether the contract is or contains a lease and whether the lease should be classified as an operating or a finance lease. Operating leases are included in right-of-use (“ROU”) assets and operating lease liabilities in our consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The determination of the length of lease terms is affected by options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The existence of significant economic incentive is the primary consideration when assessing whether the Company is reasonably certain of exercising an option in a lease. ROU assets and liabilities are recognized at commencement date and measured as the present value of lease payments to be made over the lease term. As the interest rate implicit in the lease is not readily available for most of the Company’s leases, the Company uses its estimated incremental borrowing rate in determining the present value of lease payments. The estimated incremental borrowing rate is derived from information available at the lease commencement date. The lease ROU asset recognized at commencement is adjusted for any lease payments related to initial direct costs, prepayments, and lease incentives. The ROU asset is amortized on a straight-line basis generally over the shorter of the lease term or the estimated useful life of the underlying asset and interest on the lease liability. At December 31, 2023, the Company has right of use assets and lease liabilities of $ 4,740,193 5,099,629 6,526,627 6,895,046 Finance leases are treated as the purchase of an asset on a financing basis. Assets under finance leases, which primarily represent machinery and equipment, computer equipment, and leasehold improvements, are included in property and equipment, net, with the related liabilities included in current portion of long-term debt and long-term debt on the consolidated balance sheets. |
Goodwill | Goodwill Goodwill represents the excess of purchase price of an acquisition over the fair value of net assets acquired. Goodwill is not amortized but instead is assessed for impairment annually as of December 31 st |
Long-Lived Assets | Long-Lived Assets The Company reviews its long-lived assets for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable by comparing the estimated undiscounted cash flows expected to result from the use of the asset and the estimated amounts expected to be realized upon the asset’s eventual disposition with the carrying value of the asset. If the carrying amount of the asset exceeds the aforementioned estimated expected undiscounted cash flows and estimated expected disposition proceeds, the Company measures the amount of the impairment to record by comparing the carrying amount of the asset with its estimated fair value. As of December 31, 2023, the Company determined that long-lived assets were not impaired. |
Fair Value | Fair Value The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs and Level 3 includes fair values estimated using significant unobservable inputs. At December 31, 2023 and 2022, the fair values of the Company’s current assets and current liabilities approximated their carrying values because of the short-term nature of these instruments. The carrying value of the line of credit and long-term debt approximates fair value (level 2) as the interest rate is based on market quotes. |
Earnings per Share | Earnings per Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share” and uses the treasury stock method in the calculation of earnings per share. Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Basic and diluted income per common share is computed using the weighted average number of common shares outstanding. Diluted income per common share is adjusted for the incremental shares attributed to unvested RSUs. There were 160,742 0 |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method whereby deferred tax assets and liabilities are recognized for future tax consequences attributable to the temporary differences between the consolidated financial statements carrying amounts of assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the effect of an income tax position only if, based on its merits, the position is more likely than not to be sustained on audit by the taxing authorities. The Company’s policy is to record estimated interest and penalties related to uncertain tax positions in income tax expense. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”). ASC 718 establishes accounting for stock-based awards exchanged for employee and nonemployees. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the fair value of the award on the grant date, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the equity grant). Restricted stock awards are granted at the discretion of the Company’s board of directors. These awards are restricted as to the transfer of ownership and generally vest over the requisite service period. The Company recognizes forfeitures at the time the forfeiture occurs. |
Research and Development | Research and Development Customer-funded research and development (“R&D”) costs are incurred pursuant to contractual arrangements requiring us to provide a product meeting certain defined performance or other specifications, such as designs, and such contractual arrangements are accounted for principally by the over time revenue recognition method. Customer-funded R&D is included in the “Revenue” and “Cost of sales” line items in our Consolidated Statements of Operations. |
Prior Period Reclassification | Prior Period Reclassification Certain amounts in prior periods have been reclassified to conform with current period presentation within the Consolidated Statement of Shareholder’s Equity and the Consolidated Statements of Cash Flows. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In 2023, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), using a modified retrospective method, which did not result in a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Standards – Not Adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity (“PBE”) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented. We expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows, and financial condition. |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
The following table presents the Company’s revenue disaggregated by contract type and revenue recognition method: | The following table presents the Company’s revenue disaggregated by contract type and revenue recognition method: Year Ended December 31, December 31, Government subcontracts $ 69,672,602 $ 69,023,729 Prime government contracts 11,842,145 8,663,308 Commercial contracts 4,951,574 5,648,727 Total $ 86,466,321 $ 83,335,764 Year Ended December 31, 2023 December 31, 2022 Revenue recognized using over time revenue recognition model $ 82,713,436 $ 75,911,241 Revenue recognized using point in time revenue recognition model 3,752,885 7,424,523 Total $ 86,466,321 $ 83,335,764 |
Net EAC adjustments had the following impact on our gross profit during the years ended December 31, 2023 and 2022: | Net EAC adjustments had the following impact on our gross profit during the years ended December 31, 2023 and 2022: Years Ended December 31, 2023 December 31, 2022 Favorable adjustments $ 2,601,615 $ 4,962,675 (Unfavorable) adjustments (4,052,117 ) (3,207,099 ) Net adjustments $ (1,450,502 ) $ 1,755,576 |
CONTRACT ASSETS AND LIABILITI_2
CONTRACT ASSETS AND LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Contract Assets And Liabilities | |
Schedule of contract assets and liabilities | Schedule of contract assets and liabilities December 31, 2023 December 31, December 31, Contract assets $ 35,312,068 $ 27,384,540 24,459,339 Contract liabilities 5,937,629 6,001,726 5,122,766 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Accounts receivable consists of trade receivables as follows: | Accounts receivable consists of trade receivables as follows: December 31, 2023 December 31, Billed receivables $ 4,444,504 $ 5,139,757 Less: allowance for expected credit losses (92,308 ) (281,985 ) Total accounts receivable, net $ 4,352,196 $ 4,857,772 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
The components of inventory consist of the following: | The components of inventory consist of the following: December 31, 2023 2022 Raw materials $ 1,187,008 $ 1,892,157 Work in progress 75,795 685,438 Finished goods (Includes completed components) 1,617,077 3,038,859 Gross inventory $ 2,879,879 $ 5,616,454 Inventory reserves (1,443,233 ) (3,123,386 ) Inventory, net $ 1,436,647 $ 2,493,069 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
The components of property and equipment consist of the following: | The components of property and equipment consist of the following: December 31, Estimated 2023 2022 Useful Life (years) Machinery and equipment $ 4,004,779 $ 3,978,662 5 7 Computer equipment 4,242,437 4,191,040 5 Furniture and fixtures 709,350 709,350 7 Automobiles and trucks 13,162 13,162 5 Leasehold improvements 2,692,552 2,629,615 Lesser of lease term or 10 Total gross property and equipment 11,662,280 11,521,829 Less accumulated depreciation and amortization (10,868,224 ) (10,397,273 ) Total property and equipment, net $ 794,056 $ 1,124,556 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
The maturities of the long-term debt (excluding unamortized debt issuance costs) as of December 31, 2023, are as follows: | The maturities of the long-term debt (excluding unamortized debt issuance costs) as of December 31, 2023, are as follows: Year ending December 31, 2024 $ 44,498 2025 26,483 Total $ 70,981 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Future minimum lease payments under non-cancellable operating leases as of December 31, 2023 were as follows: | Future minimum lease payments under non-cancellable operating leases as of December 31, 2023 were as follows: Year ending December 31, 2024 $ 2,228,784 2025 2,283,354 2026 850,276 2027 111,065 2028 9,226 Total undiscounted operating lease payments 5,482,705 Less imputed interest (383,076 ) Present value of operating lease payments $ 5,099,629 |
The following table sets forth the ROU assets and operating lease liabilities as of December 31, 2023 and 2022: | The following table sets forth the ROU assets and operating lease liabilities as of December 31, 2023 and 2022: 2023 2022 Assets ROU assets, net $ 4,740,193 $ 6,526,627 Liabilities Current operating lease liabilities $ 1,999,058 $ 1,817,811 Long-term operating lease liabilities 3,100,571 5,077,235 Total lease liabilities $ 5,099,629 $ 6,895,046 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
The (benefit) for income taxes consists of the following: | The (benefit) for income taxes consists of the following: Year ended December 31, 2023 2022 Current: State $ 14,248 $ 21,332 Deferred: Federal (12,608,425 ) (6,428,448 ) State (755,237 ) (146,015 ) Total $ (13,349,414 ) $ (6,553,131 ) |
The difference between the income tax provision computed at the federal statutory rate and the actual tax benefit is accounted for as follows: | The difference between the income tax provision computed at the federal statutory rate and the actual tax benefit is accounted for as follows: December 31, 2023 2022 Taxes computed at the federal statutory rate $ 808,876 $ 550,850 State income tax, net (585,381 ) (98,499 ) Research and development tax credit (133,089 ) (190,656 ) Change in valuation allowance (13,531,626 ) (6,616,952 ) Other 88,308 51,696 Accrued loss reserve adjustment — (253,738 ) Permanent differences 3,498 4,168 Benefit for income taxes $ (13,349,414 ) $ (6,553,131 ) |
The components of deferred income tax assets and liabilities are as follows at December 31: | The components of deferred income tax assets and liabilities are as follows at December 31: Deferred Tax Assets: 2023 2022 Allowance for credit losses $ 20,632 $ 60,100 Capitalized R&D 1,420,263 864,969 Credit carryforwards 2,278,642 2,193,146 Inventory reserve 350,073 722,991 Accrued payroll 151,986 267,819 Loss contracts reserve 75,402 46,205 Restricted stock 94,809 92,677 Acquisition costs 74,136 77,762 Lease liability 1,139,836 1,469,551 Accrued legal — 159,849 Disallowed interest expense 1,067,063 943,089 Net operating loss carryforward 16,356,545 17,513,901 Other 45,057 20,659 Deferred tax assets 23,074,444 24,432,718 Valuation allowance (569,143 ) (14,740,034 ) Deferred Tax Liabilities: Prepaid expenses 143,126 207,980 Revenue recognition 1,224,106 1,341,105 Property and equipment 140,449 178,107 ROU asset 1,059,496 1,391,029 Deferred tax liabilities $ 2,567,177 $ 3,118,221 Net deferred tax assets $ 19,938,124 $ 6,574,463 |
Accordingly, we have restated the balances as previously reported, where needed, as follows: | During our review of the Company’s deferred income tax positions as of December 31, 2023, we determined that the following adjustments are needed to our previously reported December 31, 2022 deferred tax assets and liabilities balances, with no impact to our net deferred tax assets, due to the inadequate review, assessment of and reporting of the Company’s temporary differences between book and taxable income. More specifically, the adjustments are required due to computational errors and incomplete analyses. Accordingly, we have restated the balances as previously reported, where needed, as follows: Deferred Tax Assets: 2022 (as Previously Reported) Restatement Adjustments 2022 (As Restated) Allowance for credit losses $ 60,100 $ — $ 60,100 Capitalized R&D 864,969 — 864,969 Credit carryforwards 2,193,146 — 2,193,146 Inventory reserve 1,130,788 (407,797 ) 722,991 Accrued payroll 267,819 — 267,819 Loss contracts reserve 46,205 — 46,205 Restricted stock 160,989 (68,312 ) 92,677 Acquisition costs 77,762 — 77,762 Lease liability 1,469,551 — 1,469,551 Accrued legal 159,849 — 159,849 Disallowed interest expense 1,268,226 (325,137 ) 943,089 Net operating loss carryforward 19,493,530 (1,979,629 ) 17,513,901 Other 20,659 — 20,659 Deferred tax assets 27,213,593 (2,780,875 ) 24,432,718 Valuation allowance (14,916,923 ) 176,889 (14,740,034 ) Deferred Tax Liabilities: Prepaid expenses 207,980 — 207,980 Revenue recognition 3,966,404 (2,625,299 ) 1,341,105 Property and equipment 156,794 21,313 178,107 ROU asset 1,391,029 — 1,391,029 Deferred tax liabilities $ 5,722,207 $ (2,603,986 ) $ 3,118,221 Net deferred tax assets $ 6,574,463 $ — $ 6,574,463 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued expenses consists of the following: | Accrued expenses consists of the following: December 31, 2023 December 31, Accrued purchases $ 7,132,847 $ 4,153,237 Accrued payroll 1,143,913 1,285,122 Accrued insurance 855,190 837,371 Accrued interest 601,200 703,354 Accrued professional fees and other 542,545 365,506 Total $ 10,275,695 $ 7,344,590 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based compensation expense for restricted stock in the consolidated statements of operations is summarized as follows: | Stock-based compensation expense for restricted stock in the consolidated statements of operations is summarized as follows: 2023 2022 Cost of sales $ 65,470 $ 36,794 Selling, general and administrative 705,156 319,084 Total stock-based compensation expense $ 770,626 $ 355,878 |
The following table summarizes activity related to outstanding RSUs | The following table summarizes activity related to outstanding RSUs RSUs Weighted Average Grant Date Fair Value Non-vested – January 1, 2023 — $ — Granted 173,718 $ 3.43 Vested (139,969 ) $ 3.43 Forfeited (33,749 ) $ 3.42 Non-vested – December 31, 2023 — $ — |
The following table summarizes activity related to outstanding Restricted Stock Awards for the year ended December 31, 2023: | The following table summarizes activity related to outstanding Restricted Stock Awards for the year ended December 31, 2023: Restricted Stock Awards Weighted Average Grant Date Fair Value of Restricted Stock Awards Non-vested – January 1, 2023 130,583 $ 2.37 Granted 111,447 $ 3.82 Vested (39,331 ) $ 3.07 Forfeited (35,628 ) $ 2.04 Non-vested – December 31, 2023 167,071 $ 3.25 |
The following table summarizes activity related to outstanding PRSAs for the year ended December 31, 2023: | The following table summarizes activity related to outstanding PRSAs for the year ended December 31, 2023: PRSAs Weighted Average Grant Date Fair Value Non-vested – January 1, 2023 31,737 $ 2.65 Granted 48,050 $ 3.27 Vested (20,971 ) $ 2.65 Forfeited (10,766 ) $ 2.65 Non-vested – December 31, 2023 48,050 $ 3.27 |
PRINCIPAL BUSINESS ACTIVITY A_3
PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
FDIC Insured balance | $ 250,000 | |
Cash uninsured amount | 4,943,628 | $ 3,763,608 |
Operating lease right-of-use assets | 4,740,193 | 6,526,627 |
Operating lease liabilities | $ 5,099,629 | $ 6,895,046 |
Incremental shares used in calculation of diluted income per common share | 160,742 | 0 |
The following table presents th
The following table presents the Company’s revenue disaggregated by contract type and revenue recognition method: (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 86,466,321 | $ 83,335,764 |
Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 82,713,436 | 75,911,241 |
Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,752,885 | 7,424,523 |
Government subcontracts [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 69,672,602 | 69,023,729 |
Prime government contracts [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 11,842,145 | 8,663,308 |
Commercial contracts [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 4,951,574 | $ 5,648,727 |
Net EAC adjustments had the fol
Net EAC adjustments had the following impact on our gross profit during the years ended December 31, 2023 and 2022: (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net adjustments | $ (1,450,502) | $ 1,755,576 |
Favorable adjustments [Member] | ||
Net adjustments | 2,601,615 | 4,962,675 |
Unfavorable adjustments [Member] | ||
Net adjustments | $ (4,052,117) | $ (3,207,099) |
REVENUE (Details Narrative)
REVENUE (Details Narrative) $ in Millions | Dec. 31, 2023 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligations | $ 118.2 |
Schedule of contract assets and
Schedule of contract assets and liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Contract Assets And Liabilities | |||
Contract assets | $ 35,312,068 | $ 27,384,540 | $ 24,459,339 |
Contract liabilities | $ 5,937,629 | $ 6,001,726 | $ 5,122,766 |
CONTRACT ASSETS AND LIABILITI_3
CONTRACT ASSETS AND LIABILITIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Contract Assets And Liabilities | ||
Increase in contract assets | $ 7,927,528 | |
Decrease in contract liabilities | 64,097 | |
Revenue recognized that was included in contract liabilities | $ 3,816,336 | $ 3,598,601 |
Accounts receivable consists of
Accounts receivable consists of trade receivables as follows: (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Billed receivables | $ 4,444,504 | $ 5,139,757 |
Less: allowance for expected credit losses | (92,308) | (281,985) |
Total accounts receivable, net | $ 4,352,196 | $ 4,857,772 |
The components of inventory con
The components of inventory consist of the following: (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,187,008 | $ 1,892,157 |
Work in progress | 75,795 | 685,438 |
Finished goods (Includes completed components) | 1,617,077 | 3,038,859 |
Gross inventory | 2,879,879 | 5,616,454 |
Inventory reserves | (1,443,233) | (3,123,386) |
Inventory, net | $ 1,436,647 | $ 2,493,069 |
The components of property and
The components of property and equipment consist of the following: (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 11,662,280 | $ 11,521,829 |
Less accumulated depreciation and amortization | (10,868,224) | (10,397,273) |
Property and equipment, net | 794,056 | 1,124,556 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 4,004,779 | 3,978,662 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 7 years | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 4,242,437 | 4,191,040 |
Estimated useful life | 5 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 709,350 | 709,350 |
Estimated useful life | 7 years | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 13,162 | 13,162 |
Estimated useful life | 5 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 2,692,552 | $ 2,629,615 |
Estimated useful life | 10 years |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Depreciation expenses | $ 470,950 | $ 563,096 |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 30, 2018 |
Restructuring Cost and Reserve [Line Items] | |||
Goodwill | $ 1,784,254 | $ 1,784,254 | |
Welding Metallurgy Inc [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Goodwill | $ 1,784,254 |
LINE OF CREDIT (Details Narrati
LINE OF CREDIT (Details Narrative) | 12 Months Ended | ||||||||
Feb. 20, 2024 USD ($) | Mar. 23, 2023 USD ($) | Nov. 10, 2022 USD ($) | Aug. 19, 2022 USD ($) | Apr. 12, 2022 USD ($) | Oct. 28, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Mar. 24, 2016 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Current portion of line of credit | $ 2,400,000 | $ 1,200,000 | |||||||
Line of credit, net of current portion | $ 17,640,000 | 19,800,000 | |||||||
Bank United [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum leverage ratio, period 1 | 7.30 | ||||||||
Maximum leverage ratio, period 2 | 6.30 | ||||||||
Maximum leverage ratio, period 3 | 5 | ||||||||
Maximum leverage ratio, period 4 | 4 | ||||||||
Bank United [Member] | Debt Instrument, Redemption, Period One [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Minimum debt service coverage ratio future periods | 1.5 | ||||||||
Bank United [Member] | Debt Instrument, Redemption, Period Two [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Minimum debt service coverage ratio future periods | 0.95 | ||||||||
Bank United [Member] | Debt Instrument, Redemption, Period Three [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Minimum debt service coverage ratio future periods | 1.5 | ||||||||
Bank United [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Net income required under agreement | $ 1 | ||||||||
Minimum adjusted EBITDA | 1,000,000 | ||||||||
Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 30,000,000 | ||||||||
Revolving Credit Facility [Member] | Bank United [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Capitalized fee first installment | $ 250,000 | ||||||||
Line of credit oustanding | 20,040,000 | $ 21,000,000 | |||||||
Current portion of line of credit | 2,400,000 | ||||||||
Line of credit, net of current portion | $ 17,640,000 | ||||||||
Revolving Credit Facility [Member] | Bank United [Member] | Period One [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | 20,520,000 | ||||||||
Revolving Credit Facility [Member] | Bank United [Member] | Period One [Member] | Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 19,800,000 | ||||||||
Revolving Credit Facility [Member] | Bank United [Member] | Period Two [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | 19,800,000 | ||||||||
Revolving Credit Facility [Member] | Bank United [Member] | Period Two [Member] | Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | 19,080,000 | ||||||||
Revolving Credit Facility [Member] | Bank United [Member] | Period Three [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | 19,080,000 | ||||||||
Revolving Credit Facility [Member] | Bank United [Member] | Period Three [Member] | Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | 18,360,000 | ||||||||
Revolving Credit Facility [Member] | Bank United [Member] | Period Four [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | 18,360,000 | ||||||||
Revolving Credit Facility [Member] | Bank United [Member] | Period Four [Member] | Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | 17,640,000 | ||||||||
Revolving Credit Facility [Member] | Bank United [Member] | Period Five [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | 17,640,000 | ||||||||
Revolving Credit Facility [Member] | Bank United [Member] | Period Five [Member] | Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | 16,920,000 | ||||||||
Revolving Credit Facility [Member] | Bank United [Member] | First Installment [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Capitalized fee first installment | 116,667 | ||||||||
Revolving Credit Facility [Member] | Bank United [Member] | Second Installment [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Capitalized fee first installment | $ 133,333 | ||||||||
Revolving Credit Facility [Member] | Bank United [Member] | Period Six [Member] | Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | 16,200,000 | ||||||||
Revolving Credit Facility [Member] | Bank United [Member] | Period Seven [Member] | Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 15,480,000 | ||||||||
Term loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 10,000,000 | ||||||||
Term loan [Member] | Bank United [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment of principal under agreement | $ 200,000 | $ 750,000 | $ 750,000 | ||||||
Repayment of principal installment under agreement | $ 250,000 | 250,000 | |||||||
Debt Instrument, Periodic Payment, Principal | $ 200,000 | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | ||||||||
Term loan [Member] | Bank United [Member] | Prime Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||||||||
Term loan [Member] | Bank United [Member] | Prime Rate One [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 5% | ||||||||
Term loan [Member] | Bank United [Member] | Prime Rate Period Two [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 6% | ||||||||
Term loan [Member] | Bank United [Member] | Prime Rate Period Three [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 7% | ||||||||
Term loan [Member] | Bank United [Member] | Prime Rate Period Four [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 8% | ||||||||
Revolving Loan and Term Loan [Member] | Bank United [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility, Expiration Date | Nov. 30, 2024 | Nov. 30, 2023 | Sep. 30, 2023 | ||||||
Losses Incurred Under Agreement | $ 566,025 | ||||||||
Reserve Under Agreement | 367,045 | ||||||||
Expenses Under Agreement | $ 795,997 | ||||||||
Revolving Loan and Term Loan [Member] | Bank United [Member] | Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility, Expiration Date | Aug. 31, 2025 | ||||||||
Revolving Loan and Term Loan [Member] | Bank United [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum leverage ratio | 5 | ||||||||
Revolving Loan and Term Loan [Member] | Bank United [Member] | Prime Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% |
The maturities of the long-term
The maturities of the long-term debt (excluding unamortized debt issuance costs) as of December 31, 2023, are as follows: (Details) | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 44,498 |
2025 | 26,483 |
Total | $ 70,981 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Mar. 23, 2023 | Nov. 10, 2022 | Apr. 12, 2022 | Oct. 28, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 24, 2016 | |
Line of Credit Facility [Line Items] | |||||||
Payments of debt issuance costs | $ 54,334 | ||||||
Financing leases and notes payable | 70,981 | 207,414 | |||||
Financing leases and notes payable current | $ 44,498 | 136,433 | |||||
Prime Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | ||||||
Bank United [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Commitment and agent fees | $ 62,833 | ||||||
Payments of debt issuance costs | 962,000 | ||||||
Debt issuance costs included in other assets | $ 82,000 | 131,000 | |||||
Revolving Loan and Term Loan [Member] | Bank United [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of Credit Facility, Expiration Date | Nov. 30, 2024 | Nov. 30, 2023 | Sep. 30, 2023 | ||||
Interest rate | 12% | ||||||
Revolving Loan and Term Loan [Member] | Bank United [Member] | Prime Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Prime rate Plus | 3.50% | ||||||
Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 30,000,000 | ||||||
Revolving Credit Facility [Member] | Bank United [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Amendment fee | $ 250,000 | ||||||
Revolving Credit Facility [Member] | Bank United [Member] | Period One [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | 20,520,000 | ||||||
Revolving Credit Facility [Member] | Bank United [Member] | Period Two [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | 19,800,000 | ||||||
Revolving Credit Facility [Member] | Bank United [Member] | Period Three [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | 19,080,000 | ||||||
Revolving Credit Facility [Member] | Bank United [Member] | Period Four [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | 18,360,000 | ||||||
Revolving Credit Facility [Member] | Bank United [Member] | Period Five [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | 17,640,000 | ||||||
Revolving Credit Facility [Member] | Bank United [Member] | First Installment [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Amendment fee | 116,667 | ||||||
Revolving Credit Facility [Member] | Bank United [Member] | Second Installment [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Amendment fee | $ 133,333 | ||||||
Term loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Aggregate principal balance | $ 1,583,333 | ||||||
Term loan [Member] | Bank United [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Repayment of principal under agreement | $ 200,000 | $ 750,000 | $ 750,000 | ||||
Repayment of principal installment under agreement | $ 250,000 | 250,000 | |||||
Prime rate Plus | 3.50% | ||||||
Debt Instrument, Periodic Payment, Principal | $ 200,000 | ||||||
Term loan [Member] | Bank United [Member] | Prime Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Prime rate Plus | 2.50% | ||||||
Term loan [Member] | Bank United [Member] | Prime Rate One [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Prime rate Plus | 5% | ||||||
Term loan [Member] | Bank United [Member] | Prime Rate Period Two [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Prime rate Plus | 6% | ||||||
Term loan [Member] | Bank United [Member] | Prime Rate Period Three [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Prime rate Plus | 7% | ||||||
Term loan [Member] | Bank United [Member] | Prime Rate Period Four [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Prime rate Plus | 8% |
Future minimum lease payments u
Future minimum lease payments under non-cancellable operating leases as of December 31, 2023 were as follows: (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
2024 | $ 2,228,784 | |
2025 | 2,283,354 | |
2026 | 850,276 | |
2027 | 111,065 | |
2028 | 9,226 | |
Total undiscounted operating lease payments | 5,482,705 | |
Less imputed interest | (383,076) | |
Present value of operating lease payments | $ 5,099,629 | $ 6,895,046 |
The following table sets forth
The following table sets forth the ROU assets and operating lease liabilities as of December 31, 2023 and 2022: (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
ROU assets, net | $ 4,740,193 | $ 6,526,627 |
Liabilities | ||
Current operating lease liabilities | 1,999,058 | 1,817,811 |
Long-term operating lease liabilities | 3,100,571 | 5,077,235 |
Total lease liabilities | $ 5,099,629 | $ 6,895,046 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Operating lease expense | $ 2,142,338 | $ 2,101,596 |
Weighted average remaining lease term operating leases | 2 years 6 months | |
Weighted average discount rate for its operating leases | 5.43% |
The (benefit) for income taxes
The (benefit) for income taxes consists of the following: (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
State | $ 14,248 | $ 21,332 |
Deferred: | ||
Federal | (12,608,425) | (6,428,448) |
State | (755,237) | (146,015) |
Total | $ (13,349,414) | $ (6,553,131) |
The difference between the inco
The difference between the income tax provision computed at the federal statutory rate and the actual tax benefit is accounted for as follows: (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Taxes computed at the federal statutory rate | $ 808,876 | $ 550,850 |
State income tax, net | (585,381) | (98,499) |
Research and development tax credit | (133,089) | (190,656) |
Change in valuation allowance | (13,531,626) | (6,616,952) |
Other | 88,308 | 51,696 |
Accrued loss reserve adjustment | (253,738) | |
Permanent differences | 3,498 | 4,168 |
Benefit for income taxes | $ (13,349,414) | $ (6,553,131) |
The components of deferred inco
The components of deferred income tax assets and liabilities are as follows at December 31: (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Assets: | ||
Allowance for credit losses | $ 20,632 | $ 60,100 |
Capitalized R&D | 1,420,263 | 864,969 |
Credit carryforwards | 2,278,642 | 2,193,146 |
Inventory reserve | 350,073 | 722,991 |
Accrued payroll | 151,986 | 267,819 |
Loss contracts reserve | 75,402 | 46,205 |
Restricted stock | 94,809 | 92,677 |
Acquisition costs | 74,136 | 77,762 |
Lease liability | 1,139,836 | 1,469,551 |
Accrued legal | 159,849 | |
Disallowed interest expense | 1,067,063 | 943,089 |
Net operating loss carryforward | 16,356,545 | 17,513,901 |
Other | 45,057 | 20,659 |
Deferred tax assets | 23,074,444 | 24,432,718 |
Valuation allowance | (569,143) | (14,740,034) |
Deferred Tax Liabilities: | ||
Prepaid expenses | 143,126 | 207,980 |
Revenue recognition | 1,224,106 | 1,341,105 |
Property and equipment | 140,449 | 178,107 |
ROU asset | 1,059,496 | 1,391,029 |
Deferred tax liabilities | 2,567,177 | 3,118,221 |
Net deferred tax assets | $ 19,938,124 | $ 6,574,463 |
Accordingly, we have restated t
Accordingly, we have restated the balances as previously reported, where needed, as follows: (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Assets: | ||
Allowance for credit losses | $ 20,632 | $ 60,100 |
Capitalized R&D | 1,420,263 | 864,969 |
Credit carryforwards | 2,278,642 | 2,193,146 |
Inventory reserve | 350,073 | 722,991 |
Accrued payroll | 151,986 | 267,819 |
Loss contracts reserve | 75,402 | 46,205 |
Restricted stock | 94,809 | 92,677 |
Acquisition costs | 74,136 | 77,762 |
Lease liability | 1,139,836 | 1,469,551 |
Accrued legal | 159,849 | |
Disallowed interest expense | 1,067,063 | 943,089 |
Net operating loss carryforward | 16,356,545 | 17,513,901 |
Other | 45,057 | 20,659 |
Deferred tax assets | 23,074,444 | 24,432,718 |
Valuation allowance | (569,143) | (14,740,034) |
Deferred Tax Liabilities: | ||
Prepaid expenses | 143,126 | 207,980 |
Revenue recognition | 1,224,106 | 1,341,105 |
Property and equipment | 140,449 | 178,107 |
ROU asset | 1,059,496 | 1,391,029 |
Deferred tax liabilities | 2,567,177 | 3,118,221 |
Net deferred tax assets | $ 19,938,124 | 6,574,463 |
Previously Reported [Member] | ||
Deferred Tax Assets: | ||
Allowance for credit losses | 60,100 | |
Capitalized R&D | 864,969 | |
Credit carryforwards | 2,193,146 | |
Inventory reserve | 1,130,788 | |
Accrued payroll | 267,819 | |
Loss contracts reserve | 46,205 | |
Restricted stock | 160,989 | |
Acquisition costs | 77,762 | |
Lease liability | 1,469,551 | |
Accrued legal | 159,849 | |
Disallowed interest expense | 1,268,226 | |
Net operating loss carryforward | 19,493,530 | |
Other | 20,659 | |
Deferred tax assets | 27,213,593 | |
Valuation allowance | (14,916,923) | |
Deferred Tax Liabilities: | ||
Prepaid expenses | 207,980 | |
Revenue recognition | 3,966,404 | |
Property and equipment | 156,794 | |
ROU asset | 1,391,029 | |
Deferred tax liabilities | 5,722,207 | |
Net deferred tax assets | 6,574,463 | |
Revision of Prior Period, Adjustment [Member] | ||
Deferred Tax Assets: | ||
Allowance for credit losses | ||
Capitalized R&D | ||
Credit carryforwards | ||
Inventory reserve | (407,797) | |
Accrued payroll | ||
Loss contracts reserve | ||
Restricted stock | (68,312) | |
Acquisition costs | ||
Lease liability | ||
Accrued legal | ||
Disallowed interest expense | (325,137) | |
Net operating loss carryforward | (1,979,629) | |
Other | ||
Deferred tax assets | (2,780,875) | |
Valuation allowance | 176,889 | |
Deferred Tax Liabilities: | ||
Prepaid expenses | ||
Revenue recognition | (2,625,299) | |
Property and equipment | 21,313 | |
ROU asset | ||
Deferred tax liabilities | (2,603,986) | |
Net deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance released | $ 14,170,891 | |
Valuation allowance balance | 569,143 | $ 14,740,034 |
Income tax benefit | $ (13,349,414) | $ (6,553,131) |
Effective tax benefit rate | (346.60%) | |
Internal Revenue Service (IRS) [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | $ 74,700,000 | |
Internal Revenue Service (IRS) [Member] | Tax Year 2018 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | $ 14,400,000 | |
Offset taxable income for regular tax purpose (percent) | 80% | |
Internal Revenue Service (IRS) [Member] | Tax Year 2017 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | $ 60,300,000 | |
Offset taxable income for regular tax purpose (percent) | 100% | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | $ 17,300,000 | |
NOL description | The state NOLs begin to expire in 2034 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
NOL description | As a result of the Tax Cuts and Jobs Act of 2017 and the Coronavirus Aid, Relief, and Economic Security Act of 2020, federal NOLs arising before January 1, 2018, and NOLs arising after January 1, 2018, are subject to different rules. Our pre-2018 NOLs totaled approximately $60.3 million; these NOLs will expire in varying amounts from 2034 through 2039, if not utilized, and can offset 100% of future taxable income for regular tax purposes. Our NOLs arising in 2018, 2019 and 2020 can generally be carried back five years, carried forward indefinitely and can offset 100% of taxable income for tax years before January 1, 2021 and up to 80% of taxable income for tax years after December 31, 2020. Any NOLs arising on or after January 1, 2021, cannot be carried back, can generally be carried forward indefinitely and can offset up to 80% of future taxable income. |
Accrued expenses consists of th
Accrued expenses consists of the following: (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued purchases | $ 7,132,847 | $ 4,153,237 |
Accrued payroll | 1,143,913 | 1,285,122 |
Accrued insurance | 855,190 | 837,371 |
Accrued interest | 601,200 | 703,354 |
Accrued professional fees and other accrued expenses | 542,545 | 365,506 |
Total | $ 10,275,695 | $ 7,344,590 |
Stock-based compensation expens
Stock-based compensation expense for restricted stock in the consolidated statements of operations is summarized as follows: (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 770,626 | $ 355,878 |
Cost of Sales [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 65,470 | 36,794 |
Selling, General and Administrative Expenses [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 705,156 | $ 319,084 |
The following table summarizes
The following table summarizes activity related to outstanding RSUs (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Non vested January 1, 2022 | shares | |
Non vested January 1, 2022 | $ / shares | |
Granted | shares | 173,718 |
Granted | $ / shares | $ 3.43 |
Vested | shares | (139,969) |
Vested | $ / shares | $ 3.43 |
Forfeited | shares | (33,749) |
Forfeited | $ / shares | $ 3.42 |
Non vested December 31, 2022 | shares | |
Non vested December 31, 2022 | $ / shares |
The following table summarize_2
The following table summarizes activity related to outstanding Restricted Stock Awards for the year ended December 31, 2023: (Details) - Restricted Stock [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Non vested January 1, 2022 | shares | 130,583 |
Non vested January 1, 2022 | $ / shares | $ 2.37 |
Granted | shares | 111,447 |
Granted | $ / shares | $ 3.82 |
Vested | shares | (39,331) |
Vested | $ / shares | $ 3.07 |
Forfeited | shares | (35,628) |
Forfeited | $ / shares | $ 2.04 |
Non vested December 31, 2022 | shares | 167,071 |
Non vested December 31, 2022 | $ / shares | $ 3.25 |
The following table summarize_3
The following table summarizes activity related to outstanding PRSAs for the year ended December 31, 2023: (Details) - Performance Shares [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Non vested January 1, 2022 | shares | 31,737 |
Non vested January 1, 2022 | $ / shares | $ 2.65 |
Granted | shares | 48,050 |
Granted | $ / shares | $ 3.27 |
Vested | shares | (20,971) |
Vested | $ / shares | $ 2.65 |
Forfeited | shares | (10,766) |
Forfeited | $ / shares | $ 2.65 |
Non vested December 31, 2022 | shares | 48,050 |
Non vested December 31, 2022 | $ / shares | $ 3.27 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Dec. 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2016 | Dec. 31, 2009 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Recognized tax benefits on stock-based compensation | $ 174,617 | $ 101,497 | ||||
Performance Equity Plan 2009 [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Shahes reserved for issuance | 500,000 | |||||
Shares available for grant | 2,364 | |||||
Long Term Incentive Plan 2016 [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Shahes reserved for issuance | 2,200,000 | 1,400,000 | 600,000 | |||
Shares available for grant | 619,055 | |||||
Increase in number of shares reserved for issuance | 800,000 | 800,000 | ||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Weighted average remaining amortization period | 2 years 8 months 12 days | |||||
Performance Shares [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Weighted average remaining amortization period | 2 years 10 months 24 days | |||||
Unamortized stock-based compensation costs | $ 274,415 | |||||
Performance Shares [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Vesting percentage | 0% | |||||
Performance Shares [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Vesting percentage | 100% | |||||
Share-Based Payment Arrangement, Option [Member] | Long Term Incentive Plan 2016 [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Shahes reserved for issuance | 200,000 |
EMPLOYEE BENEFIT PLAN (Details
EMPLOYEE BENEFIT PLAN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Defined Benefit Plan, Plan Assets, Contributions by Employer | $ 300,600 | $ 343,077 |
MAJOR CUSTOMERS (Details Narrat
MAJOR CUSTOMERS (Details Narrative) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue Benchmark [Member] | Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 30% | 35% |
Revenue Benchmark [Member] | Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 26% | 17% |
Revenue Benchmark [Member] | Customer Three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 13% | 12% |
Revenue Benchmark [Member] | Customer Four [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 12% | 10% |
Accounts Receivable [Member] | Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 30% | 38% |
Accounts Receivable [Member] | Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 17% | 21% |
Accounts Receivable [Member] | Customer Three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 12% | 17% |
Accounts Receivable [Member] | Customer Four [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 11% | 13% |
Contract Assets [Member] | Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 26% | 27% |
Contract Assets [Member] | Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 23% | 20% |
Contract Assets [Member] | Customer Three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 18% | 16% |
Contract Assets [Member] | Customer Four [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 15% | 16% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | ||
May 17, 2023 | May 20, 2021 | Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Attorneys' fees | $ 585,000 | ||
Settlement amount | $ 3,600,000 | ||
Directors and officers insurance retention amount | $ 750,000 | ||
Covered settlement amount | $ 750,000 |